Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
On June 21, 2022, Ackrell SPAC Partners I Co. (the “Company”) issued an
unsecured promissory note (the “Note”) in the principal amount of up to $600,000
to North Atlantic Imports, LLC (“NAI”), a Utah limited liability company d/b/a
Blackstone Products. NAI, entered into a business combination agreement with the
Company, among others, on December 22, 2021. The Note is non-interest bearing
and payable in cash upon the earlier of the closing of the Company’s initial
business combination and September 23, 2022, subject to the trust waiver
contained in the Note.
The Company will deposit not later than June 30, 2022, an aggregate of $200,000
(the “Extension Payment”) into the trust account of the Company for its public
stockholders, representing $0.0388 per public subunit, which enables the Company
to further extend the period of time it has to consummate its initial business
combination by one month from June 23, 2022 to July 23, 2022 (the “Extension”).
The Extension is the first of up to three monthly extensions permitted under the
Certificate of Amendment to the Company’s Amended and Restated Certificate of
Incorporation (the “Charter Amendment”) filed with the Office of the Secretary
of State of Delaware following stockholder approval of the Extension at the
Company’s Special Meeting of Stockholders discussed in Items 5.03 and 5.07 of
this report. The Company previously extended the period of time it has to
consummate its initial business combination from December 23, 2021 to March 23,
2022 and from March 23, 2002 to June 23, 2022. The Company will borrow an
additional $200,000 for deposit into the trust account in accordance with the
terms of the Note and the Charter Amendment for each additional monthly
extension, if and when required.
A copy of the Note is filed as Exhibit 10.1 to this report and is incorporated
herein by reference. The disclosure set forth in this Item 2.03 is intended to
be a summary only and is qualified in its entirety by reference to the Note.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
On June 21, 2022, Ackrell SPAC Partners I Co. (the “Company”) held a Special
Meeting of Stockholders (the “Meeting”). At the Meeting, the Company’s
stockholders approved the Charter Amendment, which extends the date by which the
Company must consummate its initial Business Combination from June 23, 2022 to
September 23, 2022, subject to the approval of the Board of Directors of the
Company, provided the sponsor or its designees deposit into the trust account an
amount equal to the lesser of $0.043 per share for each public share that has
not been redeemed by the end of the last extension period and $200,000, within
seven days after the commencement of each extension period (the “Extension”).
The Company filed the Charter Amendment with the Office of the Secretary of
State of Delaware on June 21, 2022, a copy of which is attached as Exhibit 3.1
to this report and is incorporated by reference herein.
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the Meeting, the Company’s stockholders approved the Charter Amendment
extending the date by which the Company must consummate the initial Business
Combination from June 23, 2022 to September 23, 2022 (or such earlier date as
determined by the Company’s Board of Directors) (the “Extension Amendment
The final voting results for the Extension Amendment Proposal were as follows:
For Against Abstain 14,309,048 27 100 1
Stockholders holding 8,645,776 shares of common stock underlying its public
subunits exercised their right to redeem their shares for a pro rata portion of
the funds in the Trust Account. As a result, approximately $89,068,505
(approximately $10.30 per share) will be removed from the Trust Account to pay
such holders. Furthermore, as a result of the redemption, the one half of one
warrant contained in each public subunit (resulting in an aggregate of 4,322,888
warrants) were also forfeited by such holders and automatically extinguished by
Following the redemption, the Company’s remaining shares of common stock
underlying its public subunits outstanding (“public shares”) were 5,154,224. The
Company must deposit into the Trust Account for the initial extension period
(commencing June 24, 2022 and ending July 23, 2022) $200,000 on or before June
Item 7.01 Regulation FD Disclosure.
On June 21, 2022, the Company issued a press release announcing the Extension,
that the Extension Payment had been made and that the Company had issued the
Note to NAI in connection therewith.
A copy of the Press Release is furnished as Exhibit 99.1 hereto. The information
in this Item 7.01 and Exhibit 99.1 hereto shall not be deemed “filed” for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), or otherwise subject to the liabilities of that section, nor
shall it be deemed incorporated by reference in any filing under the Securities
Act of 1933, as amended, or the Exchange Act, except as expressly set forth by
specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are filed with this Form 8-K:
Exhibit No. Description of Exhibits 3.1 Certificate of Amendment to Amended and restated Certificate of Incorporation. 10.1 Promissory Note dated June 21, 2022, issued by Ackrell SPAC Partners I Co. to North Atlantic Imports, LLC. 99.1 Press Release, dated June 21, 2022. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 2
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